| Item 1.01 | Entry into a Material Definitive Agreement. |
In connection with the previously announced Consent Solicitations (as defined below), as of 5:00 p.m., New York City time, on April 14, 2023 (the “Early Exchange Time”), WeWork Companies LLC (the “Issuer”) and WW Co-Obligor Inc. (the “Co-Obligor” and together with the Issuer, the “Issuers”), each a subsidiary of WeWork Inc. (the “Company”), received the requisite number of consents from holders of the Issuers’ 7.875% Senior Notes due 2025 (the “Old 7.875% Notes”) and the Issuers’ 5.00% Senior Notes due 2025, Series II (the “Old 5.00% Notes” and, together with the Old 7.875% Notes, the “Old Notes”), to adopt certain proposed amendments (the “Proposed Amendments”) to the Senior Notes Indenture, dated as of April 30, 2018, governing the Old 7.875% Notes (the “2018 Indenture”), and the Amended and Restated Senior Notes Indenture, dated as of December 16, 2021, governing the Old 5.00% Notes (the “2021 Indenture” and together with the 2018 Indenture, the “Old Notes Indentures”), to eliminate substantially all of the restrictive covenants contained in the Old Notes Indentures and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors and defeasance, in each case upon the terms and subject to the conditions set forth in the Offering Memorandum (as defined below). In addition, on April 14, 2023, the Issuers received written consent from the holder of the Issuers’ 5.00% Senior Notes due 2025, Series I, to adopt the Proposed Amendments with respect to such series of notes.
On April 16, 2023, the Issuers entered into the Fourteenth Supplemental Indenture to the 2018 Indenture (the “Fourteenth Supplemental Indenture”) and the Fourth Supplemental Indenture to the 2021 Indenture (the “Fourth Supplemental Indenture” and, together with the Fourteenth Supplemental Indenture, the “Supplemental Indentures”) with the applicable trustee and the guarantors party thereto, to reflect the Proposed Amendments. The Proposed Amendments will become operative only upon the consummation of the Exchange Offers on the applicable settlement date.
The foregoing summary of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Supplemental Indentures, each of which is filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.
On April 17, 2023, the Company announced the early tender results of the previously announced separate offers to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) by the Issuers any and all of the Old Notes for a combination of certain securities as set forth in, and subject to the terms and conditions of, the offering memorandum and consent solicitation statement dated as of April 3, 2023 (as supplemented or otherwise modified from time to time, the “Offering Memorandum”).
As of the Early Exchange Time, the Issuers received from eligible holders valid and unrevoked tenders and related consents, as reported by Epiq Corporate Restructuring, LLC, the exchange agent, representing 85.7% of the aggregate principal amount of Old Notes outstanding, as follows: (i) $505.6 million with respect to the Old 7.875% Notes, representing 75.6% of the aggregate principal amount thereof outstanding, and (ii) $539.2 million with respect to the Old 5.00% Notes, representing 98.0% of the aggregate principal amount thereof outstanding.
In addition, as disclosed above, as of the Early Exchange Time, the Issuers received the requisite number of consents in the concurrent consent solicitations (the “Consent Solicitations”) from holders of Old Notes to adopt the Proposed Amendments.
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